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THIS SERVICE AGREEMENT (the • "Agreement") between
<br />WEBQA, Inc. ( "WEBQA ") with its principal place of business at 900
<br />S. Frontage Road, Suite 110 Woodridge, IL, 60517 and The City of
<br />Ramsey with its principal place of business 7550 Sunwood Dr NW,
<br />Ramsey, MN 55303 ( "Customer ") is made effective as of
<br />November 1 9th, 2010. ( "Effective Date ")
<br />1. WEBQA DELIVERY OF SERVICES:
<br />WEBQA grants to Customer a non - exclusive, non - transferable,
<br />limited license to access and use the GovOA Service on the
<br />Authorized Website(s) identified in Schedule 1 in consideration of
<br />the fees and terms described in Schedule 1.
<br />2. CUSTOMER RESPONSIBILITIES:
<br />Customer acknowledges it is receiving only a limited license to use
<br />the Service and related documentation, if any, and shall obtain no
<br />title, ownership nor any other rights in or to the Service and related
<br />documentation, all of which title and rights shall remain with
<br />WebQA. In addition, Customer agrees that this license is limited to
<br />applications for its own use and may not lease or rent the Service nor
<br />offer its use for others. All Customer data is owned by the Customer.
<br />Customer agrees to maintain the Authorized Website(s) identified in
<br />Schedule 1, provide WEBQA with all information reasonably
<br />necessary to setup or establish the Service on Customer's behalf, and
<br />allow a "Powered by GovQA" logo with a hyperlink to WebQA's
<br />website home page on the Authorized Website.
<br />3. SERVICE LEVELS:
<br />WEBQA will use commercially reasonable efforts to backup and
<br />keep the Service and Authorized Website(s) in operation consistent
<br />with applicable industry standards and will respond to customers'
<br />requests for support during normal business hours.
<br />THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND
<br />CUSTOMER'S USE OF THE SERVICES IS AT ITS OWN RISK.
<br />WEBQA DOES NOT WARRANT THAT THE SERVICES WILL
<br />BE UNINTERRUPTED OR ERROR -FREE.
<br />4. WARRANTY AND LIABILITY:
<br />WEBQA MAKES NO REPRESENTATION OR WARRANTY AS
<br />TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR
<br />PURPOSE OF THE SERVICE AND SHALL HAVE NO
<br />LIABILITY FOR ANY CONSEQUENTIAL DAMAGES OF ANY
<br />KIND INCLUDING, BUT NOT LIMITED TO, DATA LOSS AND
<br />BUSINESS INTERRUPTION, AND THE PARTIES AGREE THAT
<br />THE ONLY REMEDIES THAT SHALL BE AVAILABLE TO
<br />CUSTOMER UNDER THIS AGREEMENT SHALL BE THOSE
<br />EXPRESSLY SET FORTH IN THIS AGREEMENT. WEBQA'S
<br />LIABILITY UNDER ANY CIRCUMSTANCE INVOLVED
<br />HEREIN IS EXPRESSLY LIMITED TO THE AMOUNT
<br />RECEIVED UNDER THIS AGREEMENT.
<br />5. TERMINATION:
<br />Either party may terminate this agreement if the terminating party
<br />gives the other party sixty (60) day's written notice prior to
<br />termination. Should Customer terminate without cause after the first
<br />date of the term as defined in Schedule 1, Customer must pay the
<br />balance of the current contracted term and this payment obligation
<br />will immediately become due. WebQA may terminate services if
<br />payments are not received by WebQA as specified in Schedule 1.
<br />WEBQA SERVICES AGREEMENT
<br />For GovQA Services
<br />Upon any termination, WebQA will discontinue Services under this
<br />agreement; WebQA will provide Customer with an electronic copy of
<br />all of Customer's data, if requested; and, provisions of this
<br />Agreement regarding Ownership, Liability, Confidentiality and
<br />Miscellaneous will continue to survive.
<br />6. INDEMNIFICATION
<br />Each Party agrees to fully indemnify and hold harmless the other for
<br />any and all costs, liabilities, losses, and expenses resulting from any
<br />claim, suit, action, or proceeding brought by any third party.
<br />7. ACCEPTABLE USE:
<br />Customer represents and warrants that the Services will only be used
<br />for lawful purposes, in a manner allowed by law, and in accordance
<br />with reasonable operating rules, policies, terms and procedures.
<br />WEBQA may, upon misuse of the Services, request Customer to
<br />terminate access to any individual and Customer agrees to promptly
<br />comply with such request unless such misuse is corrected.
<br />8. CONFIDENTIALITY:
<br />Each party hereby agrees to maintain the confidentiality of the other
<br />party's proprietary materials and information, including but not
<br />limited to, all information, knowledge or data not generally available
<br />to the public which is acquired in connection with this Agreement,
<br />unless disclosure is required by law. Each party hereby agrees not to
<br />copy, duplicate, or transcribe any confidential documents of the other
<br />party except as required in connection with their performance under
<br />this Agreement. Customer acknowledges that the Services contain
<br />valuable trade secrets, which are the sole property of WebQA, and
<br />Customer agrees to use reasonable care to prevent other parties from
<br />leaming of these trade secrets or have unauthorized access to the
<br />Services. WebQA will use reasonable efforts to insure that any
<br />WebQA contractors maintain the confidentiality of proprietary
<br />materials and information.
<br />9. MISCELLANEOUS PROVISIONS:
<br />This Agreement will be governed by and construed in accordance
<br />with the laws of the State of Minnesota
<br />WEBQA may not assign its rights and obligations under this
<br />Agreement, in whole or part, without prior written consent of
<br />Customer, which consent will not be unreasonably withheld.
<br />10. ACCEPTANCE:
<br />Authorized representatives of Customer and WEBQA have read the
<br />foregoing and all documents incorporated therein and agree and
<br />accept such terms effective as of the date first written above.
<br />Customer: The City of Ramsey
<br />Signature:
<br />Print Name:
<br />Title: Date:
<br />WebQA Inc.
<br />Signature:
<br />Print Name: John Dilenschneider
<br />Title: CEO Date:
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